Procore Technologies (PCOR) risk factors, FY2025 10-K

Risks Related to Our Business and Industry

1. 01We have experienced rapid growth in prior periods, and such growth may not be indicative of our future performance. If we fail to properly manage future growth, our business, financial condition, results of operations, and prospects could be materially adversely affected
2. 02We have a history of losses and may not be able to achieve or sustain profitability in the future22% rewritten
3. 03Our business has been, and may continue to be, significantly impacted by changes in the economy, in spending across the construction industry, and in the size and growth of our addressable market
4. 04The construction management software industry is evolving rapidly and may not develop in ways we expect. If we fail to respond adequately to changes in the industry, our business, financial condition, results of operations, and prospects could be materially adversely affected79% rewritten
5. 05Because we recognize revenue from subscriptions to access our products over the term of the subscription, downturns or upturns in new business will not be immediately reflected in our results of operations26% rewritten
6. 06upfront sales costs and greater unpredictability, which could materially adversely affect our business, results of operations, financial condition, and prospectsNew
7. 07We are continuing to expand our operations outside the U.S., where we may be subject to increased business, regulatory, and economic risks (including fluctuations in currency exchange rates) that could materially adversely affect our business, financial condition, results of operations, and prospects
8. 08We operate in a competitive market, and we must continue to compete effectively
9. 09We have experienced, and may in the future experience, service interruptions and other performance issues. Our future growth depends in part on the ability of our existing and prospective customers to rely on access to our products, services, and platform51% rewritten
10. 10We rely on third-party data centers, such as Amazon Web Services (“AWS”), to host and operate our platform, and any disruption of or interference with these resources may negatively affect our ability to maintain the performance and reliability of our platform, which could cause our business to suffer
11. 11The adverse effects of any service interruptions on our reputation, results of operations, and financial condition may be disproportionately heightened due to the nature of our business and the fact that our customers have a low tolerance for interruptions of any duration
12. 12Sales to governmental entities, customers reliant on government funding, and other government contractors are subject to a number of additional challenges and risksNew

Risks Related to Our Employees and Culture

1. 13If we lose key management personnel or if we are unable to retain or hire qualified personnel, we may not be able to achieve our strategic objectives and our business, financial condition, results of operations, and prospects could be materially adversely affected89% rewritten
2. 14If we cannot maintain our company culture as we grow, we could lose the innovation, teamwork, passion, and focus on execution that we believe contribute to our success

Risks Related to Our Regulatory and Legal Environment

1. 15In the ordinary course of our business, we, and the third parties with which we work, process substantial amounts of sensitive information81% rewritten
2. 16Our business is subject to a wide range of laws and regulations, many of which are evolving, and our failure to comply with such laws and regulations could materially adversely affect our business, financial condition, results of operations, and prospects
3. 17We may become involved in litigation and other disputes that could materially adversely affect our business, financial condition, results of operations, and prospects38% rewritten
4. 18Increased government scrutiny of the technology industry generally or our operations specifically could negatively affect our business81% rewritten
5. 19We are subject to governmental export and import controls that could impair our ability to compete in international markets and subject us to liability if we are not in compliance with applicable laws
6. 20Certain of our services subject us to complex and evolving laws and regulations regarding the unauthorized practice of law (“UPL”)
7. 21Our Procore Pay payment solution is subject to a number of laws and regulations applicable to payment solutions, and our failure to comply with such laws and regulations could interfere with the success of Procore Pay

Risks Related to Our Intellectual Property

1. 22Our failure to protect our intellectual property rights and proprietary information could diminish our brand and other intangible assets and otherwise materially adversely affect our business, financial condition, results of operations, and prospects
2. 23We license technology from third parties and our inability to maintain those licenses could materially adversely affect our business, financial condition, results of operations, and prospects
3. 24Our use of third-party open source software could negatively affect our ability to sell subscriptions to access our products and platform and subject us to possible litigation

Risks Related to Our Acquisitions

1. 25We may be unsuccessful in making, integrating, and maintaining acquisitions, joint ventures, and strategic investments, which could materially adversely affect our business, financial condition, results of operations, and prospects

Risks Related to Tax Matters

1. 26We could be required to collect additional sales and use, value added, goods and services, business, gross receipts, and other indirect tax liabilities in various jurisdictions, which could materially adversely affect our business, financial condition, results of operations, and prospects
2. 27Our corporate structure and intercompany arrangements cause us to be subject to the tax laws of various jurisdictions, and we could be obligated to pay additional taxes, which could materially adversely affect our business, financial condition, results of operations, and prospects
3. 28Our business could be materially adversely affected by changes to tax laws45% rewritten
4. 29Our ability to use our net operating loss carryforwards (“NOL carryforwards”) and certain other tax attributes may be limited22% rewritten

Risks Related to Capital Requirements, Our Marketable Securities Portfolio, and Liquidity

1. 30We may need to raise additional capital to grow our business, and such capital may not be available on terms acceptable to us, or at all, which could reduce our ability to compete and could materially adversely affect our business, financial condition, results of operations, and prospects
2. 31Our marketable securities portfolio is subject to credit, liquidity, market, and interest rate risks that could cause its value to decline significantly and materially adversely affect our business, financial condition, results of operations, and prospects
3. 32General Risks Related to Our Business and Investing in Our Common Stock
4. 33Our business could be disrupted by macroeconomic factors, geopolitical events, or catastrophic occurrences24% rewritten
5. 34The market price of our common stock may be volatile, and you could lose all or part of your investment43% rewritten
6. 35Substantial losses due to fraud or our inability to accept credit card payments could cause our customer base to significantly decrease and would harm our business
7. 36Concentration of ownership of our common stock among our officers, directors, and principal stockholders may prevent new and other existing investors from influencing significant corporate decisions, including mergers, consolidations, or the sale of us or all or substantially all of our assets
8. 37Certain provisions in our organizational documents and under Delaware law could make an acquisition of our company more difficult, limit attempts by our stockholders to replace or remove members of our Board or current management, and adversely affect our stock price
9. 38These provisions may prohibit large stockholders, in particular those owning 15% or more of our outstanding voting stock, from merging or combining with us for a certain period of time